COF 8-K: Board approves $2,000,000 award for Discover Integration lead

Rhea-AI Filing Summary

Capital One Financial Corporation disclosed a special cash award to a senior executive. On November 3, 2025, the Compensation Committee and the independent members of the Board approved a $2,000,000 cash award for Matthew Cooper, the Company’s President, Discover Integration, General Counsel and Secretary.

The award was granted in recognition of his expanded role and his exceptional performance and contributions during the year. The filing also lists Exhibit 104 for the Inline XBRL-formatted cover page.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 11/07/2025 - 04:21 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________

FORM 8-K

____________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

November 3, 2025

Date of Report (Date of earliest event reported)

____________________________________

CAPITAL ONE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

____________________________________

Delaware						001-13300			54-1719854
(State or other jurisdiction of incorporation)						(Commission File Number)			(IRS Employer Identification No.)
1680 Capital One Drive,
McLean,			Virginia						22102
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code: (703) 720-1000

(Not applicable)

(Former name or former address, if changed since last report)

____________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Common Stock (par value $.01 per share)			COF			New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series I			COF PRI			New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series J			COF PRJ			New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series K			COF PRK			New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series L			COF PRL			New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series N			COF PRN			New York Stock Exchange
1.650% Senior Notes Due 2029			COF29			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 3, 2025, the Compensation Committee and the independent members of the Board of Directors of Capital One Financial Corporation (the "Company") approved a special cash award in the amount of $2,000,000 to Matthew Cooper, the Company’s President, Discover Integration, General Counsel and Secretary, in recognition of his expanded role and his exceptional performance and contributions during the year.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

CAPITAL ONE FINANCIAL CORPORATION

Date: November 7, 2025

By:

/s/ Andrew M. Young

Andrew M. Young

Chief Financial Officer

2

FAQ

What did Capital One (COF) disclose in this 8-K?

A special cash award approved for Matthew Cooper by the Compensation Committee and independent directors.

How much is the award and who receives it at Capital One (COF)?

A $2,000,000 cash award to Matthew Cooper.

Why did Capital One (COF) grant the $2,000,000 award?

It recognizes Cooper’s expanded role and exceptional performance and contributions during the year.

Who approved the award at Capital One (COF) and when?

The Compensation Committee and independent Board members on November 3, 2025.

What roles does Matthew Cooper hold at Capital One (COF)?

He is President, Discover Integration, and serves as General Counsel and Secretary.

Were any exhibits included with the 8-K for Capital One (COF)?

Yes. Exhibit 104: the cover page formatted in Inline XBRL.